EXHIBIT
      D3

     

    SECURITY
      AGREEMENT

     

    THIS
      SECURITY
      AGREEMENT (this “Agreement”), ”) is made and executed
      on the 1st day of April, 2008, by and among Radcom Equipment, Inc.
      (the “Grantor”), a company organized under the laws of the
      State of New Jersey with offices located at 6 Forest Avenue, Paramus, New Jersey
      07652, a wholly owned subsidiary of Radcom Ltd., a company organized under
      the
      laws of the State of Israeli (Company No. 52-004356)
      (“Radcom”), and the entities identified on Schedule A attached
      hereto (collectively, the “Lender”), each with offices located
      at 16 Abba Eben Blvd., Herzliya Pituach, Israel. 

    


    On
      April
      1, 2008, Radcom and the Lender entered into that certain Loan Agreement (the
      “Loan
      Agreement”)
      to
      which the form of this Agreement is attached
      as
      Exhibit D3, pursuant to which Lender will make a loan to Radcom (the
“Loan”).
       

    


    On
      the
      date hereof, the Grantor executed a Subsidiary Guaranty pursuant to which the
      Grantor guarantees the obligations of Radcom under the Loan Agreement and the
      other documents evidencing and securing the Loan (the “Guaranty”).
      

    


    As
      an
      inducement to the Lender’s agreement to enter into the Loan Agreement with
      Radcom and to make the Loan under the terms thereof, the Lender desires to
      obtain, and the Grantor desires to grant the Lender, security for all of the
      Obligations (as hereinafter defined).  

    


    NOW,
      THEREFORE,
      the
      parties hereto, intending to be legally bound, hereby agree as
      follows:

    


    1.
      Definitions.

    
      

(a)
      “Collateral”
      shall
      include all personal property of the Grantor, including the following, all
      whether now owned or hereafter acquired or arising and wherever located: (i)
      accounts; (ii) securities entitlements, securities accounts, commodity accounts,
      commodity contracts and investment property; (iii) deposit accounts; (iv)
      instruments (including promissory notes); (v) documents; (vi) chattel paper;
      (vii) inventory,
      including raw materials, work in process, or materials used or consumed in
      Grantor’s business, items held for sale or lease or furnished or to be furnished
      under contracts of service, sale or lease, goods that are returned, reclaimed
      or repossessed;
      (viii) goods of every nature; (ix) equipment, including machinery, vehicles
      and
      furniture; (x) fixtures; (xi) commercial tort claims, if any; (xii) letter
      of
      credit rights; (xiii) general intangibles of every kind and description,
      including payment intangibles, software, computer information, source codes,
      object codes, records and data, all existing and future customer lists, choses
      in action, claims (including claims for indemnification or breach of warranty),
      books, records, patents and patent applications, copyrights, trademarks,
      tradenames, tradestyles, trademark applications, goodwill, blueprints, drawings,
      designs and plans, trade secrets, contracts, licenses, license agreements,
      formulae, tax and any other types of refunds, returned and unearned insurance
      premiums, rights and claims under insurance policies; (xiv) all property of
      the
      Grantor now or hereafter in the Lender’s possession or in transit to or from, or
      under the custody or control of, the Lender or any affiliate thereof; (xv)
      all
      cash and cash equivalents thereof; and (xvi) all cash and noncash proceeds
      (including insurance proceeds) of all of the foregoing property, all products
      thereof and all additions and accessions thereto, substitutions therefor and
      replacements thereof. The Collateral shall also include any and all other
      tangible or intangible property that is described as being part of the
      Collateral pursuant to one or more Riders to Security Agreement that may be
      delivered in connection herewith after the date hereof, including the Rider
      to
      Security Agreement - Copyrights, the Rider to Security Agreement - Patents,
      the
      Rider to Security Agreement - Trademarks and the Rider to Security Agreement
      -
      Cash Collateral Account.


    
      
        
        

      

      
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    (b)
      “Customary
      Permitted Liens”
means
      any of the following liens: (i) liens with respect to the payment of taxes,
      assessments, or governmental charges in each case that are not yet due or that
      are being contested in good faith by appropriate proceedings and with respect
      to
      which adequate reserves or other appropriate provisions are being maintained
      to
      the extent required by GAAP; (ii) liens of landlords arising by statute and
      liens of suppliers, mechanics, carriers, materialmen, warehousemen or workmen
      and other liens imposed by law or arising in the ordinary course of business
      for
      amounts not yet due or that are being contested in good faith by appropriate
      proceedings and with respect to which adequate reserves or other appropriate
      provisions are being maintained to the extent required by GAAP; (iii) deposits
      made in the ordinary course of business in connection with workers’
compensation, unemployment insurance or other types of social security benefits
      or to secure the performance of bids, tenders, sales contracts (other than
      for
      repayment of borrowed money) and surety, appeal, customs or performance bonds;
      (iv) encumbrances arising by reason of zoning restrictions, easements, licenses,
      reservations, covenants, rights-of-way, utility easements, building restrictions
      and other similar encumbrances on the use of real property not materially
      detracting from the value of such real property or not materially interfering
      with the ordinary conduct of the business conducted and proposed to be conducted
      at such real property; (v) encumbrances arising under leases or subleases of
      real property that do not, in the aggregate, materially detract from the value
      of such real property or interfere with the ordinary conduct of the business
      conducted and proposed to be conducted at such real property; and (vi) financing
      statements with respect to a lessor’s rights in and to personal property leased
      in the ordinary course of business.

     

    (c)
      “Obligations” shall include all loans, advances, debts,
      liabilities, obligations, covenants and duties owing to the Lender pursuant
      to
      the Subsidiary Guaranty, of any kind or nature, present or future (including
      any
      interest accruing thereon after maturity, or after the filing of any petition
      in
      bankruptcy, or the commencement of any insolvency, reorganization or like
      proceeding relating to Radcom or the Grantor, whether or not a claim for
      post-filing or post-petition interest is allowed in such proceeding), whether
      direct or indirect (including those acquired by assignment or participation),
      absolute or contingent, joint or several, due or to become due, now existing
      or
      hereafter arising, whether or not (i) evidenced by any note, guaranty or other
      instrument, (ii) arising under any agreement, instrument or document, (iii)
      for
      the payment of money and (iv) arising by reason of an extension of credit,
      opening of a letter of credit, loan, equipment lease or guarantee; and any
      amendments, extensions, renewals and increases of or to any of the foregoing,
      and all costs and expenses of the Lender incurred in the documentation,
      negotiation, modification, enforcement, collection and otherwise in connection
      with any of the foregoing, including reasonable attorneys’ fees and
      expenses. 

    


    (d)“UCC”
      means
      the Uniform Commercial Code, as adopted and enacted and as in effect from time
      to time in the State whose law governs pursuant to the Section of this Agreement
      entitled “Governing Law and Jurisdiction.” Terms used herein which are defined
      in the UCC and not otherwise defined herein shall have the respective meanings
      ascribed to such terms in the UCC. To the extent the definition of any category
      or type of collateral is modified by any amendment, modification or revision
      to
      the UCC, such modified definition will apply automatically as of the date of
      such amendment, modification or revision. 

    


    2.
      Grant
      of Security Interest.
      To
      secure the Obligations, the Grantor (inter alia, as debtor), hereby assigns
      and
      grants to the Lender, as secured party, a continuing lien on and security
      interest in the Collateral. 

    


    3.
      Change
      in Name or Locations.
      The
      Grantor hereby agrees that if
      it
      changes its name, its type of organization, its state of organization or
      establishes a name in which it may do business that is not listed as a tradename
      on Exhibit
      A
      hereto,
      the Grantor will immediately notify the Lender in writing of the additions
      or
      changes. 

    


    
      
        
        

      

      
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    4.
      Representations
      and Warranties.
      Without
      violating the provisions of the Loan Agreement, the Grantor represents, warrants
      and covenants to the Lender that: (a) all information, including its type of
      organization, jurisdiction of organization and chief executive office are as
      set
      forth on Exhibit
      A
      hereto
      and are true and correct on the date hereof; (b) the Grantor has good,
      marketable and indefeasible title to the Collateral, has not made any prior
      sale, pledge, encumbrance, assignment or other disposition of any of the
      Collateral, and the Collateral is free from all encumbrances and rights of
      setoff of any kind except the lien in favor of the Lender created by this
      Agreement and Customary
      Permitted Liens;
      (c)
      except as herein provided, the Grantor will not hereafter without the Lender’s
      prior written consent sell, pledge, encumber, assign or otherwise dispose of
      any
      of the Collateral or permit any right of setoff, lien or security interest
      to
      exist thereon except to the Lender and except in the ordinary course of
      business, all subject to the provisions of the Loan Agreement; (d) the Grantor
      will take such actions deemed by it to be reasonably required in order to defend
      the Collateral against all claims and demands of all persons at any time
      claiming the same or any interest therein, as it deems appropriate in its
      reasonable judgment; and (e) each account and general intangible, if included
      in
      the definition of Collateral, is genuine and enforceable in accordance with
      its
      terms and the Grantor will defend the same against all claims, demands and
      counterclaims at any time asserted.

    


    Grantor
      represents that as of the date hereof (i) it has no subsidiaries; and (ii)
      other
      than as set forth in Exhibit B hereto, no intellectual
      property is registered under its name or applications for the registration
      of
      intellectual property under its name, and (iii) there are no agreements deemed
      by Grantor to which Grantor is a party to be material to the business of Radcom,
      its parent or any subsidiary, taken as a whole (a "Material
      Agreement"), other than those that are listed in Exhibit
      C attached hereto.   

    


    5.
      Grantor’s
      Covenants.
      The
      Grantor covenants that without violating and subject to the provisions of the
      Loan Agreement, it shall:

    


    (a)
      from
      time to time and at all reasonable times allow the Lender, by or through any
      of
      its officers, agents, attorneys, or accountants, to examine or inspect the
      Collateral. The Grantor shall do, obtain, make, execute and deliver all such
      additional and further acts, things, deeds, assurances and instruments as the
      Lender may require to vest in and assure to the Lender its rights hereunder
      and
      in or to the Collateral, and the proceeds thereof. At any time upon an Event
      of
      Acceleration (as defined in Section 3 of the Loan Agreement), the Grantor agrees
      to notify (on invoices or otherwise) account debtors and other obligors or
      payors on any Collateral of its assignment to the Lender, and that all payments
      thereon should be made directly to the Lender, and that the Lender has full
      power and authority to collect, compromise, endorse, sell or otherwise deal
      with
      the Collateral in its own name or that of the Grantor at any time upon an Event
      of Acceleration;

    


    (b)
      keep
      the Collateral in good order and repair at all times, subject to normal wear
      and
      tear, and promptly notify the Lender of any event causing a material loss or
      decline in value of the Collateral, whether or not covered by insurance, and
      the
      amount of such loss or depreciation; 

    


    (c)
      only
      use or permit the Collateral to be used in accordance with all applicable
      federal, state, county and municipal laws and regulations; and

    


    (d)
      have
      and maintain at
      all
      times insurance policies with reputable insurance companies, which are customary
      for a company of the size, the stage of development and the industry in which
      the Grantor operates.
      

    


    (e)  not,
      through any reorganization, recapitalization, transfer of assets, consolidation,
      merger, dissolution, or any other voluntary action, avoid or seek to avoid
      the
      observance or performance of any of the terms to be observed or performed
      hereunder by the Grantor.  

     

    
      
        
        

      

      
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    6.
      Negative
      Pledge; No Transfer.
      The
      Grantor hereby agrees that the covenants as set forth in Section 7.3 of the
      Loan
      Agreement will apply (other than with respect to distributions to Borrower),
      mutatis mutandis, to the Grantor, and such provisions are, by this reference,
      incorporated into this Agreement.Without derogating from such provisions and
      unless expressly permitted thereunder, the Grantor will not sell or offer to
      sell or otherwise transfer or grant or allow the imposition of a lien or
      security interest upon the Collateral, will not allow any third party to gain
      control of all or any part of the Collateral, and will not use any portion
      thereof in any manner inconsistent with this Agreement or with the terms and
      conditions of any policy of insurance thereon.

    


    7.
      Covenants
      for Accounts.  
      Without
      violating, and subject to, the provisions of the Loan Agreement: 

    


    (a)
      The
      Grantor will, on the Lender’s reasonable demand, make notations on its books and
      records showing the Lender’s security interest. 

    


    (b)
      From
      time to time with such frequency as the Lender may reasonably request, the
      Grantor will report to the Lender all credits given to account debtors on all
      accounts. 

    


    (c)
      At
      any time after the occurrence of an Event of Acceleration, and without notice
      to
      the Grantor, the Lender may direct any persons who are indebted to the Grantor
      on any Collateral consisting of accounts or general intangibles to make payment
      directly to the Lender of the amounts due. The Lender is authorized to collect,
      compromise, endorse and sell any such Collateral in its own name or in the
      Grantor’s name and to give receipts to such account debtors for any such
      payments and the account debtors will be protected in making such payments
      to
      the Lender. 

    


    8.
      Further
      Assurances.  

    


    8.1.
      The
      Grantor hereby irrevocably authorizes the Lender to execute (on behalf of the
      Grantor), as applicable, and file against the Grantor one or more financing,
      continuation or amendment statements pursuant to the UCC in form satisfactory
      to
      the Lender, and the Grantor will pay the cost of preparing and filing the same
      in all jurisdictions in which such filing is deemed by the Lender to be
      necessary or desirable in order to perfect, preserve and protect its security
      interests. If required by the Lender, (i) the Grantor will execute all
      documentation necessary for the Lender to obtain and maintain perfection of
      its
      security interests in the Collateral and (ii) will file and pay the cost of
      all financing, continuation or amendment statements pursuant to the UCC in
      form
      satisfactory to the Lender. 

     

    8.2. The Grantor
      shall promptly inform the Lender in writing of any filings made by it for
      the purpose of registration of intellectual property
      rights and will promptly make such filings, if required, in order to ensure
      that
      the security interest created pursuant to this Agreement covers such issued
      intellectual property rights.  

    


    8.3.
      The
      Grantor will (and, to the extent applicable, will cause its subsidiaries to)
      execute, in form satisfactory to the Lender, a Rider to Security Agreement
      -
      Copyrights (if any Collateral consists of registered or unregistered material
      copyrights), update the Rider to Security Agreement - Patents (to include
      additional Collateral consisting of material patents registered or patent
      applications filed following the date hereof), a Rider to Security Agreement
      -
      Trademarks (if any Collateral consists of material trademarks, tradenames,
      tradestyles or trademark applications) for recording with the U.S. Patent and
      Trademark Office, the U.S. Copyright Office and other governmental authorities.
      All such filings and recordings shall be made by the Grantor prior to the
      registration of any intellectual property right and all expenses related thereto
      shall be borne by the Grantor.  


    
      
        
        

      

      
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    8.4.
      If
      any Collateral consists of letter of credit rights, electronic chattel paper,
      deposit accounts or supporting obligations not maintained with the Lender or
      one
      of its affiliates, or any securities entitlement, securities account,
      commodities account, commodities contract or other investment property, then
      at
      the Lender’s request the Grantor will execute, and will use reasonable
      commercial efforts to cause the depository institution or securities
      intermediary upon whose books and records the ownership interest of the Grantor
      in such Collateral appears, to execute such Pledge Agreements, Notification
      and
      Control Agreements or other agreements as the Lender reasonably deems necessary
      in order to perfect, prioritize and protect its security interest in such
      Collateral, in each case in a form reasonably satisfactory to the
      Lender.   

    


    9.
      Events of Acceleration. The
      Grantor hereby agrees that the provisions contained in Section 3 of the Loan
      Agreement (Events of Acceleration) will apply, mutatis mutandis, to the Grantor,
      and such provisions are, by this reference, incorporated into this Agreement.
      The occurrence of an Event of Acceleration under Section 3 of the Loan Agreement
      shall constitute a default under this Agreement.   

     

    10.
      Remedies.
      Upon the
      occurrence of any Event of Acceleration described
      in paragraphs 3(i), 3(v), 3(vi) or 3(vii) of the Loan Agreement that is
      continuing following any cure period set forth in such provisions (if any),
      the
      Lender may, by notice in writing sent to the Grantor,
      declare
      all amounts due to the Lender on account of the Loan due and payable and in
      the
      event that an Event of Acceleration described in paragraphs 3(ii), 3(iii) or
      3(iv) of the Loan Agreement has happened and is continuing following any cure
      period set forth in such provisions (if any), all amounts due to the Lenders
      on
      account of the Loan shall become due and payable without notice. In
      such
      events, the Lender shall have, in addition to any remedies provided herein
      or by
      any applicable law or in equity, all the remedies of a secured party under
      the
      UCC. The Lender’s remedies include, but are not limited to, the right to (a)
      peaceably by its own means or with judicial assistance enter the Grantor’s
      premises and take possession of the Collateral without prior notice to the
      Grantor or the opportunity for a hearing, (b) render the Collateral unusable,
      and (c) dispose of the Collateral on the Grantor’s premises, (d) require the
      Grantor to assemble the Collateral and make it available to the Lender at a
      place designated by the Lender, and Unless the Collateral is perishable or
      threatens to decline speedily in value or is of a type customarily sold on
      a
      recognized market, the Lender will give the Grantor reasonable notice of the
      time and place of any public sale thereof or of the time after which any private
      sale or any other intended disposition thereof is to be made. The requirements
      of commercially reasonable notice shall be met if such notice is sent to the
      Grantor at least seven (7) days before the time of the intended sale or
      disposition. Expenses of retaking, holding, preparing for disposition, disposing
      or the like shall include the Lender’s reasonable attorneys’ fees and legal
      expenses, incurred or expended by the Lender to enforce any payment due it
      under
      this Agreement either as against the Grantor, or in the prosecution or defense
      of any action, or concerning any matter growing out of or connection with the
      subject matter of this Agreement and the Collateral pledged hereunder. The
      Grantor waives all relief from all appraisement or exemption laws now in force
      or hereafter enacted.

    


    11.
      Power
      of Attorney.
      The
      Grantor does hereby make, constitute and appoint any officer or agent of the
      Lender, as of the date on which an Event of Acceleration had taken palce, as
      the
      Grantor’s true and lawful attorney-in-fact, with power to (a) endorse the name
      of the Grantor or any of the Grantor’s officers or agents upon any notes,
      checks, drafts, money orders, or other instruments of payment or Collateral
      that
      may come into the Lender’s possession in full or part payment of any
      Obligations; (b) sue for, compromise, settle and release all claims and disputes
      with respect to, the Collateral; and (c) sign, for the Grantor, such
      documentation required by the UCC, or supplemental intellectual property
      security agreements; granting to the Grantor’s said attorney full power to do
      any and all things necessary to be done in and about the premises as fully
      and
      effectually as the Grantor might or could do; provided,
      however,
      that
      such appointment shall only be effective after and during the continuation
      of an
      Event of Acceleration.
      The
      Grantor hereby ratifies all that said attorney shall lawfully do or cause to
      be
      done by virtue hereof. This power of attorney is coupled with an interest,
      and
      is irrevocable. The
      Lender shall notify the Grantor
      in
      writing of any action taken by it in accordance with this Section
      11.


    
      
        
        

      

      
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    12.
      Payment of Expenses. The
      Grantor shall pay, upon demand, all reasonable costs, charges and expenses
      (including reasonable attorney's fees), incurred by the Lender in enforcing
      its
      rights and remedies hereunder.  

    


    13.
      Notices. All notices, demands,
      requests, consents, approvals and other communications required or permitted
      hereunder (“Notices”) must be in writing and will be effective
      upon receipt. Notices may be given in any manner to which the parties may
      separately agree, including electronic mail. Without limiting the foregoing,
      first-class mail, facsimile transmission and commercial courier service are
      hereby agreed to as acceptable methods for giving Notices. Regardless of the
      manner in which provided, Notices may be sent to a party’s address as set forth
      above or to such other address as any party may give to the other for such
      purpose in accordance with this section. 

    


    14.
      Preservation
      of Rights.
      No
      delay
      or omission on the Lender’s part to exercise any right or power arising
      hereunder will impair any such right or power or be considered a waiver of
      any
      such right or power, nor will the Lender’s action or inaction impair any such
      right or power. The Lender’s rights and remedies hereunder are cumulative and
      not exclusive of any other rights or remedies which the Lender may have under
      other agreements, at law or in equity.

    


    15.
      Illegality.
      If any
      provision contained in this Agreement should be invalid, illegal or
      unenforceable in any respect, it shall not affect or impair the validity,
      legality and enforceability of the remaining provisions of this
      Agreement.

    


    16.
      Changes
      in Writing.
      No
      modification, amendment or waiver of, or consent to any departure by the Grantor
      from, any provision of this Agreement will be effective unless made in a writing
      signed by the Lender, and then such waiver or consent shall be effective only
      in
      the specific instance and for the purpose for which given. No notice to or
      demand on the Grantor will entitle the Grantor to any other or further notice
      or
      demand in the same, similar or other circumstance.

    


    17.
      Entire
      Agreement.
      This
      Agreement (including the documents and instruments referred to herein) and
      the
      Guaranty constitute the entire agreement and supersedes all other prior
      agreements and understandings, both written and oral, between the parties with
      respect to the subject matter hereof.

    


    18.
      Counterparts.
      This
      Agreement may be signed in any number of counterpart copies and by the parties
      hereto on separate counterparts, but all such copies shall constitute one and
      the same instrument. Delivery of an executed counterpart of signature page
      to
      this Agreement by facsimile transmission shall be effective as delivery of
      a
      manually executed counterpart. Any party so executing this Agreement by
      facsimile transmission shall promptly deliver a manually executed counterpart,
      provided that any failure to do so shall not affect the validity of the
      counterpart executed by facsimile transmission.

    


    19.
      Successors
      and Assigns.
      This
      Agreement will be binding upon and inure to the benefit of the Grantor and
      the
      Lender and their respective heirs, executors, administrators, successors and
      assigns; provided,
      however,
      that
      the Grantor may not assign this Agreement in whole or in part without the
      Lender’s prior written consent and the Lender at any time may assign this
      Agreement in whole or in part in accordance with the Loan
      Agreement.

    


    20.
      Interpretation.
      In this
      Agreement, unless the Lender and the Grantor otherwise agree in writing, the
      singular includes the plural and the plural the singular; words importing any
      gender include the other genders; references to statutes are to be construed
      as
      including all statutory provisions consolidating, amending or replacing the
      statute referred to; the word “or” shall be deemed to include “and/or”, the
      words “including”, “includes” and “include” shall be deemed to be followed by
      the words “without limitation”; references to articles, sections (or
      subdivisions of sections) or exhibits are to those of this Agreement; and
      references to agreements and other contractual instruments shall be deemed
      to
      include all subsequent amendments and other modifications to such instruments,
      but only to the extent such amendments and other modifications are not
      prohibited by the terms of this Agreement. Section headings in this Agreement
      are included for convenience of reference only and shall not constitute a part
      of this Agreement for any other purpose. Unless otherwise specified in this
      Agreement, all accounting terms shall be interpreted and all accounting
      determinations shall be made in accordance with US GAAP. If this Agreement
      is
      executed by more than one Grantor, the obligations of such persons or entities
      will be joint and several.  


    
      
        
        

      

      
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    21.
      Indemnity.
      The
      Grantor agrees to indemnify each of the Lender, each legal entity, if any,
      who
      controls the Lender and each of their respective directors, officers and
      employees (the “Indemnified
      Parties”)
      and to
      hold each Indemnified Party harmless from and against any and all claims,
      damages, losses, liabilities and expenses (including all fees and charges of
      internal or external counsel with whom any Indemnified Party may consult and
      all
      expenses of litigation and preparation therefor) which any Indemnified Party
      may
      incur or which may be asserted against any Indemnified Party by any person,
      entity or governmental authority (including any person or entity claiming
      derivatively on behalf of the Grantor), in connection with or arising out of
      or
      relating to the matters referred to in this Agreement or the Obligations,
      whether (a) arising from or incurred in connection with any breach of a
      representation, warranty or covenant by the Grantor, or (b) arising out of
      or
      resulting from any suit, action, claim, proceeding or governmental
      investigation, pending or threatened, whether based on statute, regulation
      or
      order, or tort, or contract or otherwise, before any court or governmental
      authority; provided,
      however,
      that
      the foregoing indemnity agreement shall not apply to any claims, damages,
      losses, liabilities and expenses solely attributable to an Indemnified Party’s
      gross negligence or willful misconduct. The Grantor may participate at its
      expense in the defense of any such claim. 

    


    22.
      Governing
      Law and Jurisdiction.
      This
      Agreement has been delivered to and accepted by the Lender and will be deemed
      to
      be made in the State of New York. This
      Agreement will be interpreted and the rights and liabilities of the parties
      hereto determined in accordance with the laws of the State of New York, except
      that the laws of the State where any Collateral is located (if different from
      the State of New Jersey) shall govern the creation, perfection and foreclosure
      of the liens created hereunder on such property or any interest
      therein.
      The
      Grantor hereby irrevocably consents to the exclusive jurisdiction of any state
      or federal court in any county or judicial district in the State of New Jersey;
      provided that nothing contained in this Agreement will prevent the Lender from
      bringing any action, enforcing any award or judgment or exercising any rights
      against the Grantor individually, against any security or against any property
      of the Grantor within any other county, state or other foreign or domestic
      jurisdiction. The Lender and the Grantor agree that the venue provided above
      is
      the most convenient forum for both the Lender and the Grantor. The Grantor
      waives any objection to venue and any objection based on a more convenient
      forum
      in any action instituted under this Agreement. 

     

    23.
      Deleted.
      

    


    24.
      Authority
      to Act.
      The
      parties hereto acknowledge that Plenus
      Management (2004) Ltd. and Plenus Management III (2007), each an Israeli
      corporation, have the authority to take any and all actions on behalf of the
      Lender in connection with this Agreement and the Collateral, including, but
      not
      limited to, exercising all rights and remedies of the Lender
      hereunder. No
      Lender
      shall have any claim whatsoever against the Grantor in respect of any actions
      taken by the Grantor in compliance with instructions or demands given to it
      by
      Plenus Management (2004) Ltd. and/or Plenus Management III (2007).

     

    25.
      Termination
      of Security Interests.
      Upon
      the indefeasible payment in full of the obligations under the Loan Agreement,
      and if the Grantor has no further obligations under the Guaranty, the security
      interests granted hereby shall terminate and all rights to the Collateral shall
      revert to the Grantor. Upon any such termination, the Lender shall, at the
      Grantor's expense, promptly execute and deliver to Grantor such documents as
      Grantor shall reasonably request to evidence such termination. 


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    {remainder
      of page intentionally left blank}


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    The
      Grantor acknowledges that it has read and understood all the provisions of
      this
      Agreement, including the waiver of jury trial, and has been advised by counsel
      as necessary or appropriate.

    


    WITNESS
      the due
      execution hereof, with the intent to be legally bound, as of the date first
      written above.

     

    
      	
              Radcom
                Equipment, Inc.

            	 	 
	 	 	 
	
              By:

            	 	 	
              By:

            	 
	 	 	 	 	 
	
              Name:

            	 	 	
              Name:

            	 
	 	 	 	 	 
	
              Title:

            	 	 	
              Title:

            	 
	 	 	 	 	 
	
              Attest

            	 	 	
              Attest

            	 
	 	 	 	 	 
	
              By:

            	 	 	
              By:

            	 
	 	 	 	 	 
	
              Name:

            	 	 	
              Name:

            	 
	 	 	 	 	 
	
              Title:

            	 	 	
              Title:

            	 


    

     

    
      	 	 	 
	
               

              Plenus
                II, Limited Partnership 

              By:
                PLENUS MANAGEMENT (2004) LTD.

            	 	
               

              Plenus
                II (D.C.M), Limited Partnership

              By:
                PLENUS MANAGEMENT (2004) LTD.

            
	 	 	 
	
              By:

            	 	 	
              By:

            	 
	 	 	 	 	 
	
              Name:

            	 	 	
              Name:

            	 
	 	 	 	 	 
	
              Title:

            	 	 	
              Title:

            	 


    

    


    
      	 	 	 
	
               

              Plenus
                III, Limited Partnership

              By:
                PLENUS MANAGEMENT III 2007 LTD.

               

            	 	
               

              Plenus
                III (D.C.M), Limited Partnership

              By:
                PLENUS MANAGEMENT III 2007 LTD.

               

            
	
              By: 

            	
            	 	
              By:

            	 
	 	 	 	 	 
	
              Name:

            	 	 	
              Name:

            	 
	 	 	 	 	 
	
              Title:

            	 	 	
              Title:

            	 


    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      	 	 	 
	
               

              Plenus
                III (2), Limited Partnership 

              By:
                PLENUS MANAGEMENT III 2007 LTD.

               

            	 	
               

              Plenus
                III (C.I), L.P.

              By:
                PLENUS MANAGEMENT III 2007 LTD.

               

            
	
              By:

            	 	 	
              By

            	 
	 	 	 	 	 
	
              Name:

            	 	 	
              Name:

            	 
	 	 	 	 	 
	
              Title:

            	 	 	
              Title:

            	 


    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    SCHEDULE
      A

    TO
      SECURITY AGREEMENT

    


    Lenders

    


    Plenus
      II, Limited Partnership

    Plenus
      II
      (D.C.M), Limited Partnership

    Plenus
      III, Limited Partnership

    Plenus
      III (D.C.M), Limited Partnership

    Plenus
      III(2), Limited Partnership

    Plenus
      III (C.I.), L.P.


    
      
        
        

      

      
        11